**EXHIBIT 3.2**

 

**AMENDEDAND RESTATED BY-LAWS**

**OF**

**TOROTEL,INC.**

(Effectiveas of August 7, 2009)

 

**ARTICLE I - OFFICES**

 

Theprincipal office of the Corporation shall be located in Olathe, Kansas.  The Corporation may have such other officeseither within or without the State of Missouri, as the business of theCorporation may require from time to time by the Board of Directors.

 

Theregistered office of the corporation required by The General and BusinessCorporation Law of Missouri to be maintained in the State of Missouri, may be,but need not be, identical with the principal office in the State of Missouri,and the address of the registered office may be changed from time to time bythe Board of Directors.

 

**ARTICLE II - SHAREHOLDERS**

 

Section 1.     ANNUAL MEETING.  Theannual meeting of the Shareholders shall be held on the third Monday of September ineach year beginning with the year 1986, for the purpose of electing Directorsand for the transaction of such other business as may come before themeeting.  If the day fixed for the annualmeeting shall be a legal holiday, such meeting shall be held on the nextsucceeding business day.  If the electionof Directors shall not be held on the day designated herein for any Annual Meeting,or at any adjournment thereof, the Board of Directors shall cause the electionto be held at a special meeting of the Shareholders as soon thereafter asconveniently may be held.

 

Section 2.     SPECIAL MEETINGS. Special meeting of the Shareholders may be called exclusively by thePresident or by the Board of Directors.

 

Section 3.     PLACE OF MEETING.  TheBoard of Directors may designate any place, either within or without the Stateof Missouri, as the place of meeting for any annual meeting of the Shareholdersor for any special meeting of the Shareholders called by the Board ofDirectors.  The Shareholders maydesignate any place, either within or without the State of Missouri, as theplace for the holding or such meeting, and may include the same in a waiver ofnotice of any meeting.  If no designationis made, or if a special meeting be otherwise called, the place of meetingshall be the registered office of the corporation in the State of Missouri,except as otherwise provided in Section 5 of this Article.

 

Section 4.     NOTICE OF MEETINGS.  Writtenor printed notice stating the place, day and hour of the meeting and, in caseof a special meeting, the purpose or purposes for which the meeting is called,shall be delivered not less than ten (10) nor more than seventy (70) daysbefore the date of the meeting, either personally or by mail, by or at thedirection of the President, or the Secretary, or the officer or persons callingsuch meeting, to each Shareholder of record entitled to vote at suchmeeting.  If mailed, such notice shall bedeemed to be delivered when deposited in the United States mail in a sealedenvelope addressed to the Shareholder at his address as it appears on therecords of the Corporation, with postage thereon prepaid.  Notice shall be published to the extentrequired by the laws of the State of Missouri.

 

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Section 5.     MEETING OF ALL SHAREHOLDERS.  Ifall of the Shareholders shall meet at any time and place, either within orwithout the State of Missouri, and consent to the holding of a meeting, suchmeeting shall be valid, without call or notice, and at such meeting anycorporate action may be taken.

 

Section 6.     VOTING LISTS.  At leastten days before each meeting of Shareholders, the officer or agent havingcharge of the transfer book for shares of the Corporation shall make a completelist of the Shareholders entitled to vote at such meeting, arranged inalphabetical order with the address of, and the number of shares held by, eachShareholder, which list, for a period of ten days prior to such meeting, shallbe kept on file at the registered office of the Corporation and shall besubject to inspection by any Shareholder at any time during usual businesshours.  Such list shall also be producedand kept open at the time and place of the meeting and shall be subject to theinspection of any Shareholder during the whole time of the meeting.  The original share ledger or transfer book,or a duplicate thereof kept in this state, shall be prima facie evidence as towho are the Shareholders entitled to examine such list or share ledger ortransfer book or to vote at any meeting of Shareholders.

 

Section 7.     QUORUM.  A majorityof the outstanding shares of the Corporation, represented in person or byproxy, shall constitute a quorum at any meeting of the Shareholders; provided,that if less than a majority of the outstanding shares are represented at saidmeeting, from time to time, without further notice, to a date not longer thanninety days from the date originally set for such meeting.

 

Section 8.     PROXIES.  At allmeetings of Shareholders, a Shareholder may vote by proxy executed in writingby the Shareholder or by his duly authorized attorney-in-fact.  Such proxy shall be filed with the Secretaryof the Corporation before or at the time of the meeting.  No proxy shall be valid after eleven monthsfrom the date of its execution, unless otherwise provided in the proxy.

 

Section 9.     VOTING OF SHARES. Subject to the provisions of Section 12, each outstanding share ofcapital stock having voting rights shall be entitled to one vote upon eachmatter submitted to a vote at a meeting of Shareholders.

 

Section 10.   VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of another corporation, domestic or foreign,may be voted by such officer, agent, or proxy as the By-Laws of such corporationmay prescribe, or, in the absence of such provision, as the Board of Directorsof such corporation may determine.

 

Sharesstanding in the name of a deceased person may be voted by his administratoror  executor, either in person or byproxy.  Shares standing in the name of aguardian, curator, or trustee may be voted by such fiduciary, either in personor by proxy, but no guardian, curator, or trustee shall be entitled, as suchfiduciary, to vote shares held by him without a transfer of such shares intohis name.

 

Sharesstanding in the name of a receiver may be voted by such receiver, and sharesheld by or under the control of a receiver may be voted by such receiverwithout the transfer thereof into his name if authority so to do be containedin an appropriate order of the court by which such receiver was appointed.

 

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AShareholder whose shares are pledged shall be entitled to vote such sharesuntil the shares have been transferred into the name of the pledgee, andthereafter the pledgee shall be entitled to vote the shares so transferred.

 

Section 11.   CUMULATIVE VOTING.  Inall elections for Directors, every Shareholder shall have the right to vote, inperson or by proxy, the number of shares owned by him, for as many persons asthere are Directors to be elected, or to cumulate said shares, and give onecandidate as many votes as the number of Directors multiplied by the number ofhis shares shall equal, or distribute them on the same principal among as manycandidates as he shall see fit.

 

Section 12.   INFORMAL ACTION BY SHAREHOLDERS.  Anyaction which may be taken at a meeting of the Shareholders may be taken withouta meeting if a consent in writing, setting forth the action so taken, shall besigned by all of the Shareholders entitled to vote with respect to the subjectmatter thereof.

 

Section 13.   NOMINATION OF DIRECTORS. Nomination of persons for election to the Board of Directors of theCorporation at a meeting of the Shareholders may be made by or at the directionof the Board of Directors or may be made at a meeting of Shareholders by anyShareholder of the Corporation entitled to vote for the election of Directorsat the meeting in compliance with the notice procedures set forth in this Section 13of Article II.  Such nomination,other than those made by or at the direction of the Board, shall be madepursuant to timely notice in writing to the Secretary of the Corporation.  To be timely, a Shareholder’s notice shall bedelivered to or mailed and received at the principal executive offices of theCorporation not less than fifty (50) days nor more than seventy-five (75) daysprior to the meeting; provided, however, that in the event that less thansixty-five (65) days’ notice or prior public disclosure of the date of themeeting is given or made to Shareholders, notice by the Shareholder to betimely must be so received no later than the close of business on the fifteenth(15th) day following the day on which such notice of the date of the meetingwas mailed or such public disclosure was made, whichever first occurs.  Such Shareholder’s notice to the Secretaryshall set forth (a) as to each person whom the Shareholder proposes tonominate for election or re-election as a Director, (i) the name, age,business address and residence address of the person, (ii) the principaloccupation or employment of the person, (iii) the class and number ofshares of capital stock of the Corporation which are beneficially owned by theperson and (iv) any other information relating to the person that isrequired to be disclosed in solicitations for proxies for election of Directorspursuant to Regulation 14A under the Securities Exchange Act of 1934, asamended (the “Exchange Act”); and (b) as to the Shareholder giving thenotice (i) the name and record address of the Shareholder and (ii) theclass and number of shares of capital stock of the Corporation which arebeneficially owned by the Shareholder. The Corporation  may require anyproposed nominee to furnish such other information as may reasonably berequired by the Corporation to determine the eligibility of such proposednominee to serve as Director of the Corporation.  No person shall be eligible for election as aDirector of the Corporation at a meeting of the Shareholders unless such personhas been nominated in accordance with the procedures set forth herein.  If the facts warrant, the Chairman of themeeting shall determine and declare to the meeting that a nomination does notsatisfy the requirements set forth in the preceding sentence and the defectivenomination shall be disregarded.  Nothingin this Section 13 shall be construed to affect the requirements for proxystatements of the Corporation under Regulation 14A of the Exchange Act.

 

Section 14.   PRESENTATION OF BUSINESS AT SHAREHOLDERS’MEETINGS.  At any meeting of the Shareholders, only suchbusiness shall be conducted as shall have been properly brought before themeeting.  To be properly brought before ameeting, business must be 

 

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(a) specified in thenotice of meeting (or any supplement thereto) given by or at the direction ofthe Board of Directors, (b) otherwise properly brought before the meetingby or at the direction of the Board of Directors, or (c) otherwiseproperly brought before the meeting by a Shareholder.  For business to be properly brought before ameeting by a Shareholder, the Shareholder must have given timely notice thereofin writing to the Secretary of the Corporation. To be timely, a Shareholder’s notice shall be delivered to or mailed andreceived at the principal executive offices of the Corporation not less thanfifty (50) days nor more than seventy-five (75) days prior to the meeting;provided, however, that in the event that less than sixty-five (65) days’notice or prior public disclosure of the date of the meeting is given or madeto Shareholders, notice by the Shareholder to be timely must be so received nolater than the close of business on the fifteenth (15th) day following the dayon which such notice of the date of the meeting was mailed or such publicdisclosure was made, whichever first occurs. Such Shareholder’s notice to the Secretary shall set forth (a) asto each matter the Shareholder proposes to bring before the meeting, a briefdescription of the business desired to be brought before the meeting and thereasons for conducting such business at the meeting, and (b) as to theShareholder giving the notice (i) the name and record address of theShareholder, (ii) the class and number of shares of capital stock of theCorporation which are beneficially owned by the Shareholder and (iii) anymaterial interest of the Shareholder in such business.  No business shall be conducted at a meetingof the Shareholders unless proposed in accordance with the procedures set forthherein.  The Chairman of the meetingshall, if the facts warrant, determine and declare to the meeting that businesswas not properly brought before the meeting in accordance with the foregoingprocedure and such business shall not be transacted.  To the extent this Section 14 shall bedeemed by the Board of Directors or the Securities and Exchange Commission, orfinally adjudged by a court of competent jurisdiction, to be inconsistent withthe right of shareholders to request inclusion of a proposal in the Corporation’sproxy statement pursuant to Rule 14a-8 promulgated under the Exchange Act,such rule shall prevail.

 

Section 15.   PRESIDING OFFICIALS.  TheChairman of the Board of Directors, or in his absence or inability, thePresident, or in his absence or inability to act, a Vice President shall presideat all Shareholders’ meetings.

 

**ARTICLE III - DIRECTORS**

 

Section 1.     GENERAL POWERS.  Thebusiness and affairs of the Corporation shall be managed by its Board ofDirectors.

 

Section 2.     NUMBER, ELECTION AND TERM.   The number of Directors of theCorporation shall be seven (7).  Subjectto the rights of the holders of any other series or class of stock as set forthin the Articles of Incorporation to elect Directors under specifiedcircumstances, the Directors shall be divided with respect to the time forwhich they severally hold office into three classes, as nearly equal in numberas possible, with the term of office of the first class to expire at the 2011annual meeting of Shareholders, the term of office of the second class toexpire at the 2012 annual meeting of Shareholders, and the term of office ofthe third class to expire at the 2013 annual meeting of Shareholders.  The number of Directors may be increased ordecreased as allowed by the Corporations Articles of Incorporation by amajority vote of the Board of Directors.

 

A majority of the electeddirectors for the corporation shall be independent beginning with the electionof directors at the 2010 annual meeting. For purposes of this Section, “independent” shall be defined to mean (i) aperson who is not employed as an executive officer of the Corporation or a (ii) personwho is not a spouse, child, parent, sibling, aunt, uncle, grandparent, orgrandchild, or an in-law of any of the foregoing, of an employee who is anexecutive officer of the Corporation.

 

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Each Director shall holdoffice until his or her successor shall have been duly elected and qualified,or until such Director’s earlier death, incapacity, disqualification,resignation or removal. At each annual meeting of Shareholders, commencing atthe 2005 annual meeting, (A) Directors elected to succeed those directorswhose terms then expire shall be elected for a term of office to expire at thethird succeeding annual meeting of Shareholders after their election, with eachDirector to hold office until his or her successor shall have been duly electedand qualified, and (B) if authorized by a resolution of the Board ofDirectors, Directors may be elected to fill any vacancy on the Board ofDirectors, regardless of how such vacancy shall have been created. Any Directormay be elected for successive terms. A full term for a Director shall consistof three full years.

 

Section 3.     REGULAR MEETINGS.  Aregular meeting of the Board of Directors shall be held without other noticethan this By-Law, immediately after, and at the same place as, the annualmeeting of Shareholders.  The Board ofDirectors may provide, by resolution, the time and place, either within orwithout the State of Missouri, for the holding of additional regular meetingswith notice of such resolution to all Directors.

 

Section 4.     SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at therequest of the President or any two Directors. The person or persons authorized to call special meetings of the Boardof Directors may fix any place in the United States, either within or withoutthe State of Missouri, as the place for holding any special meeting of theBoard of Directors called by them.

 

Section 5.     NOTICE.  Notice ofany special meeting shall be given at least five days previously thereto bywritten notice delivered personally or mailed to each Director at his businessaddress, or by telegram provided, however, that if the designated meeting placeis without the State of Missouri, an additional five days notice shall begiven.  If mailed, such notice shall bedeemed to be delivered when deposited in the United States mail in a sealedenvelope so addressed, with postage thereon prepaid.  If notice be given by telegram, such noticeshall be deemed to be delivered when the telegram is delivered to the telegraphcompany.  Any Director may waive noticeof any meeting.  The attendance of aDirector at any meeting shall constitute a waiver of notice of such meeting,except where a Director attends a meeting for the express purpose of objectingto the transaction of any business because the meeting is not lawfully calledor convened.  Neither the business to betransacted at, nor the purpose of, any regular or special meeting of the Boardof Directors need be specified in the notice or waiver of notice of suchmeeting.

 

Section 6.     QUORUM.  A majorityof the Board of Directors shall constitute a quorum for the transaction ofbusiness at any meeting of the Board of Directors, provided that if less than amajority of the Directors are present at said meeting, a majority of theDirectors present may adjourn the meeting from time to time without furthernotice.

 

Section 7.     MANNER OF ACTING.  Theact of the majority of the Directors present at a meeting of the Directors atwhich a quorum is present shall be the act of the Board of Directors.

 

Section 8.     VACANCIES.  In case ofthe death or resignation or disqualification of one or more of the Directors, amajority of the survivors or remaining Directors, even if such majority doesnot constitute a quorum, may fill such vacancy or vacancies until the successoror successors are elected at the next annual meeting of the Shareholders.  A Director elected to fill a vacancy shall serveas such until the next annual meeting of the Shareholders.  In the event the Shareholders do not elect afull slate of seven (7) Directors at the annual meeting or the number ofDirectors falls below seven (7) for whatever reason between annualmeetings, the remaining Directors may establish any number of three (3), four(4), five (5) or six (6) Directors to constitute the complete 

 

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Board of Directors untilthe next annual meeting without the need to fill vacant Director positions andattendance at meetings of a majority of the existing Directors at any suchdesignated, reduced size Board of Directors shall constitute a quorum in accordwith Section 6 of this Article III.

 

Section 9.     COMPENSATION.  Directorsas such shall not receive any stated salaries for their services, but byresolution of the Board of Directors, an annual retainer and/or a fixed sumplus expenses of attendance, if any, may be allowed for attendance at eachregular or special meeting of the Board of Directors or at any Committeemeeting thereof; provided, that nothing herein contained shall be construed topreclude any Director from serving the Corporation in any other capacity andreceiving compensation therefor.

 

Section 10.   EXECUTIVE COMMITTEE.  TheBoard of Directors may authorize and designate from time to time or on aregular basis three (3) Directors to constitute an Executive Committeewhich shall have and exercise all powers of the Board of Directors in themanagement of the Corporation.

 

Section 11.   INFORMAL ACTION BY DIRECTORS.  Anyaction which may be taken at a meeting of the Directors may be taken without ameeting if a consent in writing, setting forth the action so taken, shall besigned by all of the Directors entitled to vote with respect to the subjectmatter thereof.

 

**ARTICLE IV - OFFICERS**

 

Section 1.     NUMBER.  Theofficers of the Corporation shall be a Chairman of the Board of Directors, aPresident, one or more Vice-Presidents (the number thereof to be determined bythe Board of Directors), a Treasurer, a Secretary and such other officers asmay be elected in accordance with the provisions of this Article.  The Chairman of the Board of Directors andthe President shall be chosen from the Members of the Board of Directors.  The remaining officers of the Corporationneed not be chosen from the Members of the Board, but they may be sochosen.  The Board of Directors, byresolution, may create the offices of one or more assistant Treasurers andassistant Secretaries, all of whom shall be elected by the Board of Directors.  Any two or more offices may be held by thesame person, except the offices of President and Secretary.

 

Allofficers and agents of the Corporation, as between themselves and theCorporation, shall have such authority and perform such duties in themanagement of the property and affairs of the Corporation as may be provided inthe By-Laws, or, in the absence of such provisions, as may be determined byresolution of the Board of Directors.

 

Section 2.     ELECTION AND TERM OF OFFICE.  Theofficers of the Corporation shall be elected annually by the Board of Directorsat the first meeting of the Board of Directors held after each annual meetingof Shareholders.  If the election ofofficers shall not be held at such meeting, such election shall be held as soonthereafter as conveniently may be.  New officesmay be created and filled at any meeting of the Board of Directors.  Each officer shall hold office until hissuccessor shall have been duly elected and shall have qualified or until hisdeath or until he shall resign or shall have been removed in the mannerhereinafter provided.

 

Section 3.     REMOVAL.  Anyofficer or agent elected or appointed by the Board of Directors may be removedby the Board of Directors whenever in its judgment the best interests of theCorporation would be served thereby, but such removal shall be withoutprejudice to the contract rights, if any, of the person so removed.

 

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Section 4.     VACANCIES.  If theoffice of any officer of the Corporation becomes vacant because of death,resignation, removal, disqualification or for any other reason or if anyofficer of the Corporation is unable to perform the duties of his office for anyreason, the Board of Directors may choose a successor who shall replace suchofficer or the Board of Directors may delegate the duties of any such vacantoffice to any other officer or to any Director of the Corporation for theunexpired portion of the term.

 

Section 5.     THE CHAIRMAN OF THE BOARD.  TheChairman of the Board of Directors shall be the principal executive officer ofthe Corporation and shall preside at all meetings of Shareholders andDirectors.  The Chairman shall possessthe same power as the President and may sign all certificates, contracts, andother instruments of the Corporation which may be authorized by the Board ofDirectors except where by law the signature of the President is required.  During the absence or disability of the President,he shall exercise all the powers and discharge all the duties of the President.

 

Section 6.     PRESIDENT.  ThePresident shall supervise and control the business and affairs of theCorporation.  He shall preside at allmeetings of the Shareholders and of the Board of Directors in the absence ofthe Chairman of the Board of Directors. He may sign, with the Secretary or Treasurer or any other proper officerthereunto authorized by the Board of Directors, certificates for shares of theCorporation, any deeds, mortgages, bonds, contracts, or other instruments whichthe Board of Directors have authorized to be executed, except in cases wherethe signing and execution thereof shall be expressly delegated by the Board ofDirectors or by these By-Laws to some other officer or agent of theCorporation, or shall be required by law to be otherwise signed or executed;and, in general, shall perform all duties incident to the office of Presidentand such other duties as may be prescribed by the Board of Directors from timeto time.  Unless the Board otherwiseprovides, the President, or any person designated in writing by him, may (i) attendmeetings of shareholders of other corporations to represent this Corporationand to vote or take action with respect to the shares of any such corporationowned by this Corporation in such manner as he or his designee may determine,and (ii) execute and deliver waivers of notice and proxies for and in thename of the Corporation with respect to any such shares owned by his Corporation.

 

Section 7.     THE VICE-PRESIDENT.  Inthe absence of the President or the Chairman of the Board or in the event ofinability or refusal to act by both, the Vice-President (or in the event therebe more than one Vice-President, the Vice-Presidents in the order of theirelection) shall perform the duties of the President, and when so acting, shallhave all the power of and be subject to all the restrictions upon thePresident.  Any Vice-President may sign,with the Secretary or an Assistant Secretary, or with the Treasurer or anAssistant Treasurer, certificates for shares of the Corporation; and shallperform such other duties as from time to time may be assigned to him by thePresident or by the Board of Directors.

 

Section 8.     THE TREASURER.  Ifrequired by the Board of Directors, the Treasurer shall give a bond for thefaithful discharge of his duties in such sum and with such surety or suretiesas the Board of Directors shall determine. He shall:  (a) have chargeand custody of and be responsible for all funds and securities of theCorporation from any source whatsoever, and deposit all such monies in the nameof the Corporation in such banks, trust companies or other depositaries asshall be selected in accordance with the provisions of Article VI of theseBy-Laws; (b) in general, perform all the duties incident to the office ofTreasurer and such other duties from time to time may be assigned to him by thePresident or by the Board of Directors.

 

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Section 9.     THE SECRETARY.  TheSecretary shall:  (a) keep theminutes of the Shareholders’ and of the Board of Directors’ meetings in one ormore books provided for that purpose; (b) see that all notices are dulygiven in accordance with the provisions of these By-Laws or as required by law;(c) be custodian of the corporate records and of the seal of theCorporation and see that the seal of the Corporation is affixed to allcertificates for shares prior to the issue thereof and to all documents, theexecution of which on behalf of the Corporation under its seal is dulyauthorized in accordance with the provisions of these By-Laws; (d) signwith the President, or a Vice-President, certificates for shares of theCorporation, the issue of which shall have been authorized by resolution of theBoard of Directors; (e) in general, perform all duties as from time totime may be assigned to him by the President or by the Board of Directors.

 

Section 10.   ASSISTANT TREASURERS AND ASSISTANTSECRETARIES.  The Assistant Treasurers shall, respectively,if required by the Board of Directors, give bonds for the faithful discharge oftheir duties in such sums and with such sureties as the Board of Directorsshall determine.  Assistant Secretariesand Treasurers, as thereunto authorized by the Board of Directors may sign withthe President or a Vice-President certificates for shares of the Corporationthe issue of which shall have been authorized by a resolution of the Board ofDirectors.  The Assistant Treasurers andAssistant Secretaries, in general, shall perform such duties as shall beassigned to them by the Treasurer or the Secretary, respectively, or by thePresident or the Board of Directors.

 

Section 11.   SALARIES.  Thesalaries of the officers shall be fixed from time to time by the Board ofDirectors and no officer shall be prevented from receiving such salary byreason of the fact that he is also a Director of the Corporation.

 

**ARTICLE V - AGENTS ANDATTORNEYS**

 

TheBoard of Directors may appoint such agents, attorneys, and attorneys-in-fact ofthe Corporation as it may deem proper, and may, by written power of attorney,authorize such agents, attorneys, or attorneys-in-fact, to represent it and forit and in its name, place and stead, and for its use and benefit to transactany and all business which said Corporation is authorized to transact or do byits Articles of Incorporation, and in its name, place and stead, and as itscorporate act and deed, to sign, acknowledge and execute any and all contractsand instruments, in writing necessary or convenient in the transaction of suchbusiness as fully to all intents and purposes as said Corporation might orcould do if it acted by and through its regularly elected and qualifiedofficers.

 

**ARTICLE VI - CONTRACTS, LOANS,CHECKS AND DEPOSITS**

 

Section 1.     CONTRACTS.  The Boardof Directors may authorize any officer or officers, agent or agents, to enterinto any contract or execute and deliver any instrument in the name of and onbehalf of the Corporation, and such authority may be general or confined tospecific instances.

 

Section 2.     LOANS.  No loansshall be contracted on behalf of the Corporation and no evidences ofindebtedness shall be issued in its name unless authorized by a resolution ofthe Board of Directors.  Such authoritymay be general or confined to specific instances.

 

Section 3.     CHECKS, DRAFTS, ETC.  Allchecks, drafts, or other orders for the payment of money, notes or otherevidences of indebtedness issued in the name of the Corporation, shall besigned by such officer of officers, agent or agents of the Corporation and insuch manner as shall from time to time be determined by resolution of the Boardof Directors.

 

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Section 4.     DEPOSITS.  All fundsof the Corporation not otherwise employed shall be deposited from time to timeto the credit of the Corporation in such banks, trust companies or otherdepositaries as the Board of Directors may select.

 

**ARTICLE VII - CERTIFICATES FORSHARES AND THEIR TRANSFER**

 

Section 1.     CERTIFICATES FOR SHARES. Certificates representing shares of the Corporation shall be in suchform as may be determined by the Board of Directors.  Such certificates shall be signed, manuallyor by facsimile, if such certificates be signed by the transfer agent andregistrar, by the President or Vice-President and by the Secretary, Treasureror an Assistant Secretary or Treasurer, and shall be sealed with the seal ofthe Corporation or facsimile thereof. All certificates for shares shall be consecutively numbered.  The name of the person owning the sharesrepresented thereby with the number of shares and date of issue shall beentered on the books of the Corporation. All certificates surrendered to the Corporation for transfer shall becancelled and no new certificate shall be issued until the former certificatefor a like number of shares shall have been surrendered and cancelled, exceptthat in case of a lost, destroyed or mutilated certificate a new one may beissued therefor upon such terms and indemnity to the Corporation as the Boardof Directors may prescribe.

 

Section 2.     TRANSFERS OF SHARES — TRANSFER AGENT —REGISTRAR.  Transfers of shares of stock shall be made onthe stock record or transfer books of the Corporation only by the person namedin the stock certificate, or by his attorney lawfully constituted in writing,and upon surrender of the certificate therefor. The stock record book and other transfer records shall be in thepossession of the Secretary or of a transfer agent or transfer clerk for theCorporation.  The Corporation, byresolution of the Board, may from time to time appoint a transfer agent ortransfer clerk, and, if desired, a registrar, under such arrangements and uponsuch terms and conditions as the Board deems advisable, but until and unlessthe Board appoints some other person, firm or corporation as its transfer agentor transfer clerk (and upon the revocation of any such appointment, thereafteruntil a new appointment is similarly made) the Secretary of the Corporationshall be the transfer agent or transfer clerk of the Corporation without thenecessity of any formal action of the Board, and the Secretary, or any persondesignated by him, shall perform all or the duties thereof.

 

Section 3.     TREASURY STOCK.  Allissued and outstanding stock of the Corporation that may be purchased orotherwise acquired by the Corporation shall be treasury stock, and shall besubject to disposal by action of the Board of Directors.  Such stock shall neither vote nor participatein dividends while held by the Corporation.

 

Section 4.     CLOSING OF TRANSFER BOOKS OR FIXING OFRECORD DATE.  The Board of Directors of the Corporation mayclose its stock transfer books for a period not exceeding fifty (50) dayspreceding the date of any meeting of Shareholders, or the date for the paymentof any dividend or for the allotment of rights or the date when any change orconversion or exchange of shares shall be effective; or, in lieu thereof, mayfix in advance a date, not exceeding fifty (50) days preceding the date of anydividend or for the allotment of rights, or to the date when any change orreconversion or exchange of shares shall be effective, as the record date fordetermination of Shareholders entitled to notice of, or to vote at, suchmeeting, or Shareholders entitled to receive payment of any such dividend or toreceive any such allotment of rights, or to exercise rights in respect of anysuch change, conversion or exchange of shares; and the Shareholders of recordon such date of closing the transfer books, or on the record date so fixed,shall be the Shareholders entitled to notice of and to vote at, such meeting,or to receive payment of such dividend, or to receive such allotment of rights,or to exercise such rights, as the case may be. If the Board of Directors shall not have closed the transfer books orset a record date for the determination of its

 

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Shareholders entitled tovote or of any other Shareholder rights, the date on which notice of themeeting is mailed or the date such dividend is declared or other rightannounced, as the case may be, shall be the record date for such determinationof Shareholders so entitled to vote.

 

**ARTICLE VIII - FISCAL YEAR**

 

Thefiscal year of the Corporation will begin on the first day of May in eachyear starting in 1985 and end on the last day of April in each year.

 

**ARTICLE IX - DIVIDENDS**

 

TheBoard of Directors may from time to time, declare, and the Corporation may pay,dividends on its outstanding shares in the manner and upon the terms andconditions provided by law and its Articles of Incorporation.

 

**ARTICLE X - SEAL**

 

TheCorporation shall have a corporate seal which shall have inscribed around thecircumference thereof “TOROTEL, INC., Missouri,” and elsewhere thereon shallbear the words “Corporate Seal.”  Thecorporate seal may be affixed by impression or may be by facsimile.

 

**ARTICLE XI - WAIVER OF NOTICE**

 

Wheneverany notice whatever is required to be given under the provisions of theseBy-Laws or under the provisions of the Articles of Incorporation or under theprovisions of The General and Business Corporation Law of Missouri, waiverthereof in writing, signed by the person or persons entitled to such notice,whether before or after the time stated therein, shall be deemed equivalent tothe giving of such notice.

 

**ARTICLE XII - INDEMNIFICATIONOF OFFICERS, DIRECTORS AND OTHERS**

 

TheCorporation will indemnify any person who was or is a party or is threatened tobe made a party to any threatened, pending or completed action, suit orproceeding whether civil, criminal, administrative or investigative, other thanan action by or in the right of the Corporation, by reason of the fact that heis or was serving at the request of the Corporation as a Director, officer,employee or agent of another corporation, partnership, joint venture, trust orother enterprise, against expenses, including attorney’s fees, judgments, finesand amounts paid in settlement actually and reasonably incurred by him inconnection with such action, suit, or proceeding if he acted in good faith andin a manner he reasonably believed to be in or not opposed to the bestinterests of the Corporation, and, with respect to any criminal action orproceeding, had no reasonable cause to believe his conduct was unlawful.  The determination of any action, suit, orproceeding by judgment, order, settlement, conviction or upon a plea of nolo contendereor its equivalent, shall not of itself create a presumption that the person didnot act in good faith and in a manner which he reasonably believed to be in ornot opposed to the best interests of the Corporation, and, with respect to anycriminal action or proceeding, had reasonable cause to believe that his conductwas unlawful.

 

TheCorporation will indemnify any person who was or is a party or is threatened tobe made a party to any threatened, pending or completed action or suit by or inthe right of the Corporation to procure a judgment in its favor by reason ofthe fact that he is or was a Director, officer, employee

 

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or agent of the Corporation,or is or was serving at the request of the Corporation as a Director, officer,employee or agent of another corporation, partnership, joint venture, trust orother enterprise against expenses, including attorney’s fees, actually andreasonably incurred by him in connection with the defense or settlement of theaction or suit if he acted in good faith and in a manner he reasonably believedto be in or not opposed to the best interests of the Corporation; provided,however, that no indemnification shall be made in respect of any claim, issueor matter as to which such person shall have been adjudged to be liable fornegligence or misconduct in the performance of this duty to the Corporationunless and only to the extent that the court in which the action or suit wasbrought determines upon application that , despite the adjudication ofliability and in view of all the circumstances of the case, the person isfairly and reasonably entitled to indemnity for such expenses which the courtshall deem proper.

 

Tothe extent that a Director, officer, employee or agent of the Corporation hasbeen successful on the merits or otherwise in defense of any action, suit orproceeding referred to above, or in defense of any claim, issue or mattertherein, he shall be indemnified against expenses, including attorney’s fees,actually and reasonably incurred by him in connection with the action, suit orproceeding.

 

Anyindemnification under either of the first two paragraphs of this Section,unless ordered by a court, shall be made by the Corporation only as authorizedin the specific case upon a determination that indemnification of the Director,officer, employee or agent is proper in the circumstances because he has metthe applicable standard of conduct set forth in the appropriate statutes of theState of Missouri.  Such determinationshall be made by the Board of Directors of the Corporation by a majority voteof a quorum of Directors who were not parties to the action, suit, orproceeding, or, if such a quorum is not obtainable, or , even if obtainable, aquorum of disinterested Directors so directs, by independent legal counsel in awritten opinion, or by the Shareholders of the Corporation.

 

Expensesincurred in defending a civil or criminal action, suit or proceeding may bepaid by the Corporation in advance of the final disposition of the action,suit, or proceeding as authorized by the Board of Directors in the specificcase upon receipt of an undertaking by or on behalf of the Director, officer,employee or agent to repay such amount unless it shall ultimately be determinedthat he is entitled to be indemnified by the Corporation.

 

Theindemnification provided by this Section shall not be deemed exclusive ofany other rights to which those seeking indemnification may be entitled underany By-Law, agreement, vote of Shareholders or disinterested Directors orotherwise, both as to action in his official capacity and as to action inanother capacity while holding such office, and shall continue as to a personwho has ceased to be a Director, officer, employee or agent and shall inure tothe benefit of the heirs, executors and administrators of such person.

 

TheCorporation may purchase and maintain insurance on behalf of any person who isor was a Director, officer, employee or agent of the Corporation, or is or wasserving at the request of the Corporation as a Director, officer, employee oragent of another corporation, partnership, join venture, trust or otherenterprise against any liability asserted against him and incurred by him inany such capacity, or arising out of his status as such, whether or not theCorporation would have the power to indemnify him against such liability underthe provisions of this Section.

 

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**ARTICLE XIII - AMENDMENTS**

 

TheseBy-Laws may be altered, amended or repealed and new By-Laws may be adopted bythe affirmative vote of two-thirds of the Corporation’s Shareholders at anyannual meeting of the Shareholders or at any special meeting of theShareholders called for that purpose or by the Board of Directors; provided,however, that the power of the Directors to alter, amend, suspend or repeal theBy-Laws or any portion thereof may be denied as to any By-Laws or portionthereof enacted by the Shareholders if at the time of such enactment theShareholders shall so expressly provide.

 

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